What changed in this filing

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Item 1. Financial Statements

2025-04-30 compared with 2024-10-30 · 151 added, 214 removed, 316 unchanged (54% of the section changed)

4 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Service and other $ 175,968 $ 183,229 $ 529,731 $ 529,172

Rental 111 — 742 —

Product 259 343 698 834

176,338 183,572 531,171 530,006

Revenue $ 144,044 $ 166,120

Costs and expenses:

Service and other costs 114,615 130,445

Rental costs — — — —

Product costs 97 113 261 282

Selling, general and administrative expenses 18,185 18,640

1 unchanged sentence

Impairment expense — 7,823

(Gain) loss on sale of McClelland Lake Lodge assets, net 171 — ( 5,817 ) —

Gain on sale of McClelland Lake Lodge assets, net — ( 6,075 )

Other operating expense 507 298

149,560 167,901

Operating income 44 16,039 11,375 22,307

Operating loss ( 5,516 ) ( 1,781 )

Interest expense ( 1,619 ) ( 2,360 )

Interest income 26 43

Other income (expense) 204 ( 4,709 ) 967 ( 1,832 )

Income (loss) before income taxes ( 1,427 ) 8,009 6,201 9,976

Income tax (expense) benefit ( 3,862 ) 1,214 ( 9,199 ) ( 2,897 )

Net income (loss) ( 5,289 ) 9,223 ( 2,998 ) 7,079

Other income 347 453

Loss before income taxes ( 6,762 ) ( 3,645 )

Income tax expense ( 3,088 ) ( 1,551 )

Net loss ( 9,850 ) ( 5,196 )

Net income (loss) attributable to noncontrolling interest ( 8 ) ( 63 )

Net income (loss) attributable to Civeo Corporation $ ( 5,091 ) $ 9,022 $ ( 1,997 ) $ 7,132

Net loss attributable to Civeo Corporation $ ( 9,842 ) $ ( 5,133 )

Per Share Data (see Note 6)

Basic net income (loss) per share attributable to Civeo Corporation common shareholders $ ( 0.36 ) $ 0.61 $ ( 0.14 ) $ 0.48

Diluted net income (loss) per share attributable to Civeo Corporation common shareholders $ ( 0.36 ) $ 0.61 $ ( 0.14 ) $ 0.47

Basic net loss per share attributable to Civeo Corporation common shareholders $ ( 0.72 ) $ ( 0.35 )

Diluted net loss per share attributable to Civeo Corporation common shareholders $ ( 0.72 ) $ ( 0.35 )

Weighted average number of common shares outstanding:

7 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Net income (loss) $ ( 5,289 ) $ 9,223 $ ( 2,998 ) $ 7,079

Net loss $ ( 9,850 ) $ ( 5,196 )

Other comprehensive income (loss), net of taxes:

2 unchanged sentences

Total other comprehensive income (loss), net of taxes 1,093 ( 10,231 )

Comprehensive income (loss) 1,949 2,428 ( 4,370 ) 189

Comprehensive income (loss) attributable to noncontrolling interest ( 172 ) 136 ( 1,071 ) ( 50 )

Comprehensive income (loss) attributable to Civeo Corporation $ 2,121 $ 2,292 $ ( 3,299 ) $ 239

Comprehensive loss ( 8,757 ) ( 15,427 )

Comprehensive loss attributable to noncontrolling interest ( 8 ) ( 132 )

Comprehensive loss attributable to Civeo Corporation $ ( 8,749 ) $ ( 15,295 )

The accompanying notes are an integral part of these financial statements.

2 unchanged sentences

(In Thousands, Excluding Share Amounts)

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Current assets:

4 unchanged sentences

Other current assets 1,222 1,210

Assets held for sale — 5,873

Total current assets 134,439 110,453

44 unchanged sentences

Shareholders’

Balance, June 30, 2023 $ — $ 1,626,556 $ ( 939,983 ) $ ( 9,063 ) $ ( 385,350 ) $ 3,173 $ 295,333

Net income — — 9,022 — — 201 9,223

Currency translation adjustment — — — — ( 6,730 ) ( 65 ) ( 6,795 )

Dividends paid — — ( 3,731 ) — — ( 68 ) ( 3,799 )

Common shares repurchased — — ( 1,252 ) — — — ( 1,252 )

Share-based compensation — 1,253 — — — — 1,253

Balance, September 30, 2023 $ — $ 1,627,809 $ ( 935,944 ) $ ( 9,063 ) $ ( 392,080 ) $ 3,241 $ 293,963

Balance, June 30, 2024 $ — $ 1,630,130 $ ( 933,346 ) $ ( 10,130 ) $ ( 389,229 ) $ 1,963 $ 299,388

Balance, December 31, 2023 $ — $ 1,628,972 $ ( 919,023 ) $ ( 9,063 ) $ ( 380,715 ) $ 2,867 $ 323,038

Net loss — — ( 5,133 ) — — ( 63 ) ( 5,196 )

4 unchanged sentences

Share-based compensation — 549 — ( 1,067 ) — — ( 518 )

Balance, September 30, 2024 $ — $ 1,630,851 $ ( 956,545 ) $ ( 10,130 ) $ ( 382,017 ) $ 1,785 $ 283,944

Balance, December 31, 2022 $ — $ 1,624,512 $ ( 930,123 ) $ ( 9,063 ) $ ( 385,187 ) $ 3,562 $ 303,701

Net income (loss) — — 7,132 — — ( 53 ) 7,079

Currency translation adjustment — — — — ( 6,893 ) 3 ( 6,890 )

Dividends paid — — ( 3,731 ) — — ( 271 ) ( 4,002 )

Common shares repurchased — — ( 9,222 ) — — — ( 9,222 )

Share-based compensation — 3,297 — — — — 3,297

Balance, September 30, 2023 $ — $ 1,627,809 $ ( 935,944 ) $ ( 9,063 ) $ ( 392,080 ) $ 3,241 $ 293,963

Balance, March 31, 2024 $ — $ 1,629,521 $ ( 931,135 ) $ ( 10,130 ) $ ( 390,877 ) $ 2,731 $ 300,110

Balance, December 31, 2024 $ — $ 1,631,823 $ ( 980,720 ) $ ( 10,130 ) $ ( 404,600 ) $ 625 $ 236,998

5 unchanged sentences

Share-based compensation — 597 — ( 645 ) — — ( 48 )

Balance, September 30, 2024 $ — $ 1,630,851 $ ( 956,545 ) $ ( 10,130 ) $ ( 382,017 ) $ 1,785 $ 283,944

Balance, March 31, 2025 $ — $ 1,632,420 $ ( 997,400 ) $ ( 10,775 ) $ ( 403,507 ) $ — $ 220,738

Balance, December 31, 2024 13,654

1 unchanged sentence

Common shares repurchased ( 153 )

Balance, September 30, 2024 13,862

Balance, March 31, 2025 13,541

The accompanying notes are an integral part of these financial statements.

2 unchanged sentences

(In Thousands)

Nine Months Ended

September 30,

Three Months Ended

Cash flows from operating activities:

Net income (loss) $ ( 2,998 ) $ 7,079

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Net loss $ ( 9,850 ) $ ( 5,196 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization 16,253 16,770

Impairment charges — 7,823

Deferred income tax expense (benefit) ( 6,487 ) 2,688

Deferred income tax benefit ( 510 ) ( 2,265 )

Non-cash compensation charge 597 549

(Gains) losses on disposals of assets ( 6,134 ) 2,264

Gains on disposals of assets ( 155 ) ( 6,065 )

Provision for credit losses, net of recoveries ( 20 ) 4

6 unchanged sentences

Other current and noncurrent assets and liabilities, net ( 522 ) 4,180

Net cash flows provided by operating activities 74,014 56,593

Net cash flows provided by (used in) operating activities ( 8,445 ) 5,985

Cash flows from investing activities:

2 unchanged sentences

Other, net — —

Net cash flows used in investing activities ( 7,522 ) ( 14,109 )

Net cash flows provided by (used in) investing activities ( 5,104 ) 1,165

Cash flows from financing activities:

1 unchanged sentence

Revolving credit repayments ( 54,989 ) ( 66,477 )

Term loan repayments — ( 22,338 )

Debt issuance costs ( 125 ) —

2 unchanged sentences

Taxes paid on vested shares ( 645 ) ( 1,067 )

Net cash flows used in financing activities ( 48,333 ) ( 42,023 )

Net cash flows provided by financing activities 36,625 6,614

Effect of exchange rate changes on cash 92 ( 335 )

8 unchanged sentences

Description of the Business

We provide hospitality services to remote workforces in Canada and Australia, including lodging, catering and food service, housekeeping and maintenance at accommodation facilities that we or our customers own.

We provide hospitality services to remote workforces in Australia and Canada, including catering and food service, lodging, housekeeping and maintenance at accommodation facilities that we or our customers own.

We provide services that support the day-to-day operations of these facilities, such as laundry, facility management and maintenance, water and wastewater treatment, power generation, communication systems, security and logistics.

We also manage development activities for workforce accommodation facilities, including site selection, permitting, engineering and design, manufacturing management and site construction, along with providing hospitality services once the facility is constructed.

We primarily operate in some of the world’s most active oil, metallurgical (met) coal, liquefied natural gas (LNG) and iron ore producing regions, and our customers include major and independent oil companies, mining companies, engineering companies and oilfield and mining service companies.

We operate in two principal reportable business segments – Canada and Australia.

We also manage development activities for workforce accommodation facilities, including site selection, permitting, engineering and design and manufacturing and site construction management, along with providing hospitality services once the facility is constructed.

We primarily operate in some of the world’s most active metallurgical (met) coal, oil, liquefied natural gas (LNG) and iron ore producing regions, and our customers include mining companies, major and independent oil companies, engineering companies and oilfield and mining service companies.

We operate in two principal reportable business segments – Australia and Canada.

Basis of Presentation

2 unchanged sentences

and (ii) all references in this report to “dollars” or “$” are to U.S.

Certain reclassifications have been made to the prior year financial statements for them to conform with the 2025 presentation.

The accompanying unaudited consolidated financial statements of Civeo have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the SEC) pertaining to interim financial information.

Certain information in footnote disclosures normally included in financial statements prepared in accordance with United States (U.S.) Generally Accepted Accounting Principles (GAAP) has been condensed or omitted pursuant to those rules and regulations.

Certain information in footnote disclosures normally included in financial statements prepared in accordance with U.S.

Generally Accepted Accounting Principles (GAAP) has been condensed or omitted pursuant to those rules and regulations.

The unaudited consolidated financial statements included in this report reflect all the adjustments, consisting of normal recurring adjustments, which Civeo considers necessary for a fair presentation of the results of operations for the interim periods covered and for the financial condition of Civeo at the date of the interim balance sheet.

6 unchanged sentences

FINANCIAL STATEMENTS

The following table disaggregates our revenue by our two reportable segments (Canada and Australia) into major categories for the periods indicated (in thousands):

The following table disaggregates our revenue by our two reportable segments (Australia and Canada) into major categories for the periods indicated (in thousands):

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Accommodation revenues $ 46,823 $ 47,107

Mobile facility rental revenues 123 17,314 1,473 54,752

Food service and other services revenues 56,823 44,630

Total Canada revenues 57,736 95,144 204,423 280,067

Total Australia revenues 103,646 91,737

Accommodation revenues $ 33,436 $ 59,787

Mobile facility rental revenues 219 994

Food service and other services revenues 6,743 6,379

Total Australia revenues 116,622 87,885 316,967 247,418

Total Canada revenues 40,398 67,160

Other revenues $ — $ 7,223

5 unchanged sentences

We do not have significant financing components or significant payment terms.

As of September 30, 2024, for contracts that are greater than one year, the table below discloses the estimated revenues related to performance obligations that are unsatisfied (or partially unsatisfied) and when we expect to recognize the revenue.

As of March 31, 2025, for contracts that are greater than one year, the table below discloses the estimated revenues related to performance obligations that are unsatisfied (or partially unsatisfied) and when we expect to recognize the revenue.

The table only includes revenue expected to be recognized from contracts where the quantity of service is certain (in thousands):

1 unchanged sentence

2025 2026 2027 Thereafter Total

Revenue expected to be recognized as of September 30, 2024 $ 47,271 $ 147,648 $ 108,393 $ 303,385 $ 606,697

Revenue expected to be recognized as of March 31, 2025 $ 110,268 $ 115,427 $ 86,891 $ 206,481 $ 519,066

We applied the practical expedient and do not disclose consideration for remaining performance obligations with an original expected duration of one year or less.

2 unchanged sentences

IMPAIRMENT CHARGES

No impairment expense was recorded during the first quarter of 2025.

The following summarizes pre-tax impairment charges recorded during 2024, which are included in Impairment expense in our consolidated statements of operations (in thousands):

CIVEO CORPORATION

NOTES TO UNAUDITED CONSOLIDATED

FINANCIAL STATEMENTS

Australia U.S.

2 unchanged sentences

Total $ 5,749 $ 2,074 $ 7,823

CIVEO CORPORATION

NOTES TO UNAUDITED CONSOLIDATED

FINANCIAL STATEMENTS

Quarter ended March 31, 2024 .

4 unchanged sentences

The land was written down to its estimated fair value (less costs to sell) of $ 3.8 million.

No impairment expense was recorded during the second or third quarters of 2024.

FAIR VALUE MEASUREMENTS

1 unchanged sentence

We believe that the carrying values of these instruments on the accompanying consolidated balance sheets approximate their fair values.

As of September 30, 2024 and December 31, 2023, we believe the carrying value of our floating-rate debt outstanding under our revolving credit facilities approximates fair value because the terms include short-term interest rates and exclude penalties for prepayment.

As of March 31, 2025 and December 31, 2024, we believe the carrying value of our floating-rate debt outstanding under our revolving credit facilities approximates fair value because the terms include short-term interest rates and exclude penalties for prepayment.

We estimated the fair value of our floating-rate revolving credit facilities using significant other observable inputs, representative of a Level 2 fair value measurement, including terms and credit spreads for these loans.

In addition, the estimated fair value of our assets held for sale was based upon Level 2 fair value measurements, which included appraisals, broker price opinions and negotiations with third parties.

During the first quarter of 2024, we wrote down certain long-lived assets to fair value.

1 unchanged sentence

DETAILS OF SELECTED BALANCE SHEET ACCOUNTS

Additional information regarding selected balance sheet accounts at September 30, 2024 and December 31, 2023 is presented below (in thousands):

September 30, 2024 December 31, 2023

Additional information regarding selected balance sheet accounts at March 31, 2025 and December 31, 2024 is presented below (in thousands):

March 31, 2025 December 31, 2024

Accounts receivable, net:

5 unchanged sentences

Total accounts receivable, net $ 93,636 $ 89,038

September 30, 2024 December 31, 2023

Finished goods and purchased products $ 7,115 $ 5,648

March 31, 2025 December 31, 2024

Finished goods, including purchased food, housekeeping and retail inventory $ 4,336 $ 6,134

Raw materials 1,400 1,403

3 unchanged sentences

FINANCIAL STATEMENTS

(in years) September 30, 2024 December 31, 2023

(in years) March 31, 2025 December 31, 2024

Property, plant and equipment, net:

9 unchanged sentences

Total property, plant and equipment, net $ 195,617 $ 204,897

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Accrued liabilities:

3 unchanged sentences

Total accrued liabilities $ 26,076 $ 34,933

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Contract liabilities (Deferred revenue):

5 unchanged sentences

Deferred revenue typically consists of upfront payments received before we satisfy the associated performance obligation.

The decrease in deferred revenue from December 31, 2023 to September 30, 2024 was due to revenue recognized over the contracted terms related to advance payments received from a customer for village enhancements in Australia.

ASSETS HELD FOR SALE

As of December 31, 2023, assets held for sale included certain assets in the U.S.

These assets were recorded at the estimated fair value less costs to sell, which exceeded or equaled their carry values.

In the second quarter of 2024, we sold the land at our Louisiana location for no gain.

During the third quarter of 2023, we entered into a definitive agreement to sell our McClelland Lake Lodge assets for approximately $ 36 million.

The related assets had no remaining carrying value.

During the third and fourth quarters of 2023, we recognized $ 14.2 million in dismantle costs and received $ 28.2 million in cash proceeds associated with the sale.

During the first quarter of 2024, we recognized the remaining $ 1.0 million in dismantle costs and received the remaining $ 7.8 million in cash proceeds.

The following table summarizes the carrying amount as of September 30, 2024 and December 31, 2023 of the assets classified as held for sale (in thousands):

The decrease in deferred revenue from December 31, 2024 to March 31, 2025 was due to revenue recognized over the contracted terms related to advance payments received from a customer for village enhancements in Australia.

EARNINGS PER SHARE

We calculate our basic earnings per share by dividing net income (loss) attributable to Civeo Corporation by the weighted average number of common shares outstanding.

For diluted earnings per share, the basic shares outstanding are adjusted by adding all potentially dilutive securities.

CIVEO CORPORATION

1 unchanged sentence

FINANCIAL STATEMENTS

September 30, 2024 December 31, 2023

Assets held for sale:

Property, plant and equipment, net $ — $ 5,873

Total assets held for sale $ — $ 5,873

EARNINGS PER SHARE

We calculate our basic earnings per share by dividing net income (loss) attributable to us by the weighted average number of common shares outstanding.

For diluted earnings per share, the basic shares outstanding are adjusted by adding all potentially dilutive securities.

The calculation of basic and diluted earnings per share attributable to Civeo common shareholders is presented below for the periods indicated (in thousands, except per share amounts):

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Basic net income (loss) attributable to Civeo Corporation $ ( 5,091 ) $ 9,022 $ ( 1,997 ) $ 7,132

Diluted net income (loss) attributable to Civeo Corporation $ ( 5,091 ) $ 9,022 $ ( 1,997 ) $ 7,132

Three Months Ended March 31,

Basic net loss attributable to Civeo Corporation $ ( 9,842 ) $ ( 5,133 )

Diluted net loss attributable to Civeo Corporation $ ( 9,842 ) $ ( 5,133 )

Weighted average shares outstanding - basic 13,600 14,655

1 unchanged sentence

Weighted average shares outstanding - diluted 13,600 14,655

Basic net income (loss) per share attributable to Civeo Corporation common shareholders (1)

Basic net loss per share attributable to Civeo Corporation common shareholders (1)

$ ( 0.72 ) $ ( 0.35 )

Diluted net income (loss) per share attributable to Civeo Corporation common shareholders (1)

Diluted net loss per share attributable to Civeo Corporation common shareholders (1)

$ ( 0.72 ) $ ( 0.35 )

(1) Computations may reflect rounding adjustments.

Share-based awards excluded from the calculation of weighted-average common shares outstanding because the effect is anti-dilutive for the three and nine months ended September 30, 2024 totaled 0.2 million shares.

Share-based awards excluded from the calculation of weighted-average common shares outstanding because the effect is anti-dilutive totaled 0.1 million shares and 0.1 million shares, respectively, for the three months ended March 31, 2025 and 2024.

CIVEO CORPORATION

1 unchanged sentence

FINANCIAL STATEMENTS

As of September 30, 2024 and December 31, 2023, long-term debt consisted of the following (in thousands):

September 30, 2024 December 31, 2023

As of March 31, 2025 and December 31, 2024, long-term debt consisted of the following (in thousands):

March 31, 2025 December 31, 2024

revolving credit facility;

weighted average interest rate of 10.4 % for the nine month period ended September 30, 2024

weighted average interest rate of 9.0 % for the three month period ended March 31, 2025

Canadian revolving credit facility;

weighted average interest rate of 8.4 % for the nine month period ended September 30, 2024

weighted average interest rate of 6.0 % for the three month period ended March 31, 2025

87,367 43,299

Australian revolving credit facility;

weighted average interest rate of 7.2 % for the nine month period ended September 30, 2024

weighted average interest rate of 6.8 % for the three month period ended March 31, 2025

Total debt $ 87,367 $ 43,299

Amended Credit Agreement

As of December 31, 2023, our Syndicated Facility Agreement, (as then amended, the Credit Agreement) with Royal Bank of Canada, as Canadian administrative agent, provided for a $ 200.0 million revolving credit facility scheduled to mature on September 8, 2025, allocated as follows:

(A) a $ 10.0 million senior secured revolving credit facility in favor of one of our U.S.

subsidiaries, as borrower;

(B) a $ 155.0 million senior secured revolving credit facility in favor of Civeo, as borrower;

and (C) a $ 35.0 million senior secured revolving credit facility in favor of one of our Australian subsidiaries, as borrower.

A C$ 100.0 million term loan facility provided under the Credit Agreement was fully repaid on December 31, 2023.

On June 28, 2024, we entered into the second amendment to the Credit Agreement, which changed the benchmark interest rate for certain Canadian dollar-denominated loans in the Canadian Revolving Facility from Canadian Dollar Offered Rate to Adjusted Term Canadian Overnight Repo Rate Average (CORRA).

On August 8, 2024, we entered into the third amendment to the Credit Agreement (as so amended, the Amended Credit Agreement), which, among other things:

• increased the aggregate revolving loan commitments by $ 45.0 million under the Amended Credit Agreement, to a maximum principal amount of $ 245.0 million, allocated as follows:

Credit Agreement

On March 24, 2025, we amended our Syndicated Facility Agreement (as amended to date, the Amended Credit Agreement), to increase the Australian revolving commitments by $ 20.0 million to an aggregate amount of $ 55.0 million.

As of March 31, 2025, the Amended Credit Agreement provided for a $ 265.0 million revolving credit facility scheduled to mature on August 8, 2028, allocated as follows:

(A) a $ 10.0 million senior secured revolving credit facility in favor of certain of our U.S.

2 unchanged sentences

subsidiaries, as borrowers (the Canadian Facility);

and (C) a $ 35.0 million senior secured revolving credit facility in favor of one of our Australian subsidiaries, as borrower, scheduled to mature on August 8, 2028;

• added Civeo USA LLC as a Borrower under the Amended Credit Agreement with respect to the U.S.

Facility and the Canadian Facility;

• reduced the interest rate spreads above the benchmark rates by 25 basis points;

• maintained the previous max net leverage ratio and max interest covenant levels;

• provided for other technical changes and amendments.

CIVEO CORPORATION

NOTES TO UNAUDITED CONSOLIDATED

FINANCIAL STATEMENTS

dollar amounts outstanding under the facilities provided by the Amended Credit Agreement bear interest at a variable rate equal to Adjusted Term Secured Overnight Financing Rate (SOFR), which is equal to Term SOFR plus a 10 basis point adjustment, plus a margin of 2.50 % to 3.75 %, or a base rate plus 1.50 % to 2.75 %, in each case based on a ratio of our total net debt to Consolidated EBITDA (as defined in the Amended Credit Agreement).

Canadian dollar amounts outstanding bear interest at a variable rate equal to Adjusted Term CORRA (which is equal to the Term CORRA plus an adjustment of 29.547 basis points for one month terms or 32.138 basis points for three month terms) plus a margin of 2.50 % to 3.75 %, or a Canadian Prime rate plus a margin of 1.50 % to 2.75 %, in each case based on a ratio of our total net debt to Consolidated EBITDA.

Australian dollar amounts outstanding under the Amended Credit Agreement bear interest at a variable rate equal to the Bank Bill Swap Bid Rate plus a margin of 2.50 % to 3.75 %, based on a ratio of our total net debt to Consolidated EBITDA.

and (C) a $ 55.0 million senior secured revolving credit facility in favor of one of our Australian subsidiaries, as borrower.

dollar amounts outstanding under the facilities provided by the Amended Credit Agreement bear interest at a variable rate equal to Adjusted Term Secured Overnight Financing Rate (SOFR), which is equal to Term SOFR plus a 10 basis point adjustment, plus a margin of 2.50 % to 3.75 %, or a base rate plus a margin of 1.50 % to 2.75 %, in each case based on a ratio of our total net debt to Consolidated EBITDA (as defined in the Amended Credit Agreement).

Canadian dollar amounts outstanding bear interest at a variable rate equal to Adjusted Term Canadian Overnight Repo Rate Average (CORRA), which is equal to the Term CORRA plus a 29.547 basis point adjustment for one month terms or a 32.138 basis point adjustment for three month terms, plus a margin of 2.50 % to 3.75 %, or a Canadian Prime rate plus a margin of 1.50 % to 2.75 %, in each case based on a ratio of our total net debt to Consolidated EBITDA (as defined in the Amended Credit Agreement).

The Amended Credit Agreement contains customary affirmative and negative covenants that, among other things, limit or restrict:

6 unchanged sentences

In addition, we must maintain a minimum interest coverage ratio, defined as the ratio of consolidated EBITDA to consolidated interest expense, of at least 3.00 to 1.00 and a maximum net leverage ratio, defined as the ratio of total net debt to Consolidated EBITDA, of no greater than 3.00 to 1.00.

Following a qualified offering of indebtedness, we will be required to maintain a maximum leverage ratio of no greater than 3.50 to 1.00 and a maximum senior secured ratio less than 2.00 to 1.00.

Following a qualified offering of indebtedness, we will be required to maintain a maximum leverage ratio of no greater than 3.50 to 1.00 and a maximum senior secured ratio no greater than 2.00 to 1.00.

Each of the factors considered in the calculations of these ratios are defined in the Amended Credit Agreement.

EBITDA and consolidated interest, as defined, exclude goodwill and asset impairments, debt discount amortization, amortization of intangibles and other non-cash charges.

We were in compliance with our covenants as of September 30, 2024.

We were in compliance with our covenants as of March 31, 2025.

Borrowings under the Amended Credit Agreement are secured by a pledge of substantially all of our assets and the assets of our subsidiaries subject to customary exceptions.

The obligations under the Amended Credit Agreement are guaranteed by our significant subsidiaries.

As of September 30, 2024, we had seven lenders that were parties to the Amended Credit Agreement, with total revolving commitments ranging from $ 15.0 million to $ 45.0 million.

As of September 30, 2024, we had outstanding letters of credit of $ 0.3 million under the U.S.

As of March 31, 2025, we had six lenders that were parties to the Amended Credit Agreement, with total revolving commitments ranging from $ 35.0 million to $ 60.0 million.

As of March 31, 2025, we had outstanding letters of credit of zero under the U.S.

facility, zero under the Australian facility and $ 0.8 million under the Canadian facility.

We also had outstanding bank guarantees of A$ 2.1 million under the Australian facility.

CIVEO CORPORATION

NOTES TO UNAUDITED CONSOLIDATED

FINANCIAL STATEMENTS

Our operations are conducted through various subsidiaries in a number of countries throughout the world.

We have provided for income taxes based upon the tax laws and rates in the countries in which operations are conducted and income is earned.

We operate in three jurisdictions, Canada, Australia and the U.S., where statutory tax rates range from 15 % to 30 %.

We operate in three jurisdictions, Australia, Canada and the U.S., where statutory tax rates range from 15 % to 30 %.

Our effective tax rate will vary from period to period based on changes in earnings mix between these different jurisdictions.

On January 1, 2024, the Organization for Economic Cooperation and Development Pillar Two rules became effective and established a minimum 15% tax rate on certain multinational enterprises.

The Pillar Two rules have been implemented in Canada and Australia, with the U.S.

The Pillar Two rules have been implemented in Australia and Canada, with the U.S.

still uncertain to date.

2 unchanged sentences

Income taxes for any significant and unusual or extraordinary transactions are computed and recorded in the period in which the specific transaction occurs.

As of September 30, 2024, Canada and the U.S.

As of March 31, 2025 and 2024, Canada and the U.S.

were considered loss jurisdictions for tax accounting purposes and were removed from the annual effective tax rate computation for purposes of computing the interim tax provision.

Our income tax expense for the three months ended September 30, 2024 totaled $ 3.9 million, or ( 270.6 )% of pretax loss, compared to an income tax benefit of $ 1.2 million, or ( 15.2 )% of pretax income, for the three months ended September 30, 2023.

Our effective tax rate for the three months ended September 30, 2024 was impacted by Canada and the U.S.

being considered loss jurisdictions that were removed from the annual effective tax rate computation for purposes of computing the interim tax provision.

For the three months ended September 30, 2023, our effective tax rate was impacted by considering the U.S.

a loss jurisdiction that was removed from the annual effective tax rate computation for purposes of computing the interim tax provision.

Our income tax expense for the nine months ended September 30, 2024 totaled $ 9.2 million, or 148.3 % of pretax income, compared to income tax expense of $ 2.9 million, or 29.0 % of pretax income, for the nine months ended September 30,

CIVEO CORPORATION

NOTES TO UNAUDITED CONSOLIDATED

FINANCIAL STATEMENTS

Our effective tax rate for the nine months ended September 30, 2024 was impacted by Canada and the U.S.

Our income tax expense for the three months ended March 31, 2025 totaled $ 3.1 million, or ( 45.7 )% of pretax loss, compared to income tax expense of $ 1.6 million, or ( 42.6 )% of pretax loss, for the three months ended March 31, 2024.

Our effective tax rate for the three months ended March 31, 2025 and 2024 was impacted by Canada and the U.S.

being considered loss jurisdictions that were removed from the annual effective tax rate computation for purposes of computing the interim tax provision.

For the nine months ended September 30, 2023, our effective tax rate was impacted by considering the U.S.

a loss jurisdiction that was removed from the annual effective tax rate computation for purposes of computing the interim tax provision.

COMMITMENTS AND CONTINGENCIES

2 unchanged sentences

ACCUMULATED OTHER COMPREHENSIVE LOSS

Our accumulated other comprehensive loss increased $ 1.3 million from $ 380.7 million at December 31, 2023 to $ 382.0 million at September 30, 2024, as a result of foreign currency exchange rate fluctuations.

Changes in other comprehensive loss during the nine months of 2024 were primarily driven by the Australian dollar increasing in value compared to the U.S.

dollar and the Canadian dollar decreasing in value compared to the U.S.

Excluding intercompany balances, our Canadian dollar and Australian dollar functional currency net assets totaled approximately C$ 187 million and A$ 201 million, respectively, at September 30, 2024.

Our accumulated other comprehensive loss decreased $ 1.1 million from $ 404.6 million at December 31, 2024 to $ 403.5 million at March 31, 2025, as a result of foreign currency exchange rate fluctuations.

Changes in other comprehensive loss during the three months of 2025 were primarily driven by the Australian dollar and Canadian dollar increasing in value compared to the U.S.

Excluding intercompany balances, our Canadian dollar and Australian dollar functional currency net assets totaled approximately C$ 106 million and A$ 228 million, respectively, at March 31, 2025.

SHARE REPURCHASE PROGRAMS AND DIVIDENDS

Share Repurchase Programs

In 2024, 2023 and 2022, our Board of Directors (Board) authorized the repurchase of up to 5.0 % of our total common shares which were issued and outstanding, or approximately 711,000 , 742,000 and 685,000 common shares, respectively, over a twelve month period.

The repurchase authorization allows repurchases from time to time in open market transactions, including pursuant to trading plans adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934.

We have funded, and intend to continue to fund, repurchases through cash on hand and cash generated from operations.

In March 2025 and September 2024, our Board of Directors (Board) authorized the repurchase of up to 10.0 % and 5.0 % of our total common shares which were issued and outstanding, or approximately 1,351,000 and 711,000 common shares, respectively, over a twelve month period.

The repurchase authorization allows repurchases from time to time through a variety of methods, including but not limited to open market repurchases, pursuant to a Rule 10b5-1 compliant plan, or privately negotiated transactions.

We have funded, and intend to continue to fund, repurchases through cash on hand, cash from debt incurrences and cash generated from operations.

Any common shares repurchased are cancelled in the periods they are acquired and the payment is accounted for as an increase to accumulated deficit in our Unaudited Consolidated Statements of Changes in Shareholders’ Equity in the period the payment is made.

CIVEO CORPORATION

NOTES TO UNAUDITED CONSOLIDATED

FINANCIAL STATEMENTS

The following table summarizes our common share repurchases for the periods presented (in thousands, except per share data):

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Dollar-value of shares repurchased $ 3,334 $ 3,208

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Average price paid per share $ 21.75 $ 24.08

Our Board declared the following quarterly dividends for the nine months ended September 30, 2024 and 2023.

Our Board declared the following quarterly dividends for the three months ended March 31, 2025 and 2024.

The dividends are eligible dividends pursuant to the Income Tax Act (Canada).

CIVEO CORPORATION

NOTES TO UNAUDITED CONSOLIDATED

FINANCIAL STATEMENTS

Date Declared Record Date Payment Date Per Share Amount

July 30, 2024 August 26, 2024 September 16, 2024 $ 0.25

April 26, 2024 May 27, 2024 June 17, 2024 $ 0.25

January 31, 2025 February 24, 2025 March 17, 2025 $ 0.25

February 2, 2024 February 26, 2024 March 18, 2024 $ 0.25

September 5, 2023 September 15, 2023 September 29, 2023 $ 0.25

SHARE-BASED COMPENSATION

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We also granted 57,432 phantom share units under the Canadian Long-Term Incentive Plan, which vest in three equal annual installments beginning on March 3, 2026.

During the second quarter of 2024, we granted an additional 25,241 phantom share units under the Civeo Plan.

During the third quarter of 2024, we granted an additional 19,971 phantom share units under the Canadian Long-Term Incentive Plan.

Phantom share units are settled in cash upon vesting.

During the three months ended September 30, 2024 and 2023, we recognized compensation expense associated with phantom share units totaling $ 2.1 million and $ 1.7 million, respectively.

During the nine months ended September 30, 2024 and 2023, we recognized compensation expense associated with phantom share units totaling $ 5.1 million and $ 4.8 million, respectively.

At September 30, 2024, unrecognized compensation cost related to phantom share units was $ 10.2 million, as remeasured at September 30, 2024, which is expected to be recognized over a weighted average period of 2.0 years.

During the three months ended March 31, 2025 and 2024, we recognized compensation expense associated with phantom share units totaling $ 1.8 million and $ 1.3 million, respectively.

At March 31, 2025, unrecognized compensation cost related to phantom share units was $ 10.8 million, as remeasured at March 31, 2025, which is expected to be recognized over a weighted average period of 2.3 years.

Performance Share Awards.

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No share-based compensation expense is recognized if the performance criteria are not probable of being achieved.

During the three months ended September 30, 2024 and 2023, we recognized compensation expense associated with performance share awards totaling $ 0.5 million and $ 1.0 million, respectively.

During the nine months ended September 30, 2024 and 2023, we recognized compensation expense associated with performance share awards totaling $ 1.1 million and $ 2.5 million, respectively.

No performance share awards vested during the three months ended September 30, 2024 and 2023.

The total fair value of performance share awards that vested during the nine months ended September 30, 2024 and 2023 was $ 2.8 million and zero , respectively.

At September 30, 2024, unrecognized compensation cost related to performance share awards was $ 2.3 million, which is expected to be recognized over a weighted average period of 1.6 years.

Restricted Share Awards / Restricted Share Units / Deferred Share Awards.

On May 15, 2024, we granted 42,125 restricted share and deferred share awards to our non-employee directors, which vest in their entirety on May 14, 2025.

Compensation expense associated with restricted share awards, restricted share units and deferred share awards recognized in the three months ended September 30, 2024 and 2023 totaled $ 0.3 million and $ 0.3 million, respectively.

Compensation expense associated with restricted share awards, restricted share units and deferred share awards recognized in the nine months ended September 30, 2024 and 2023 totaled $ 0.8 million and $ 0.8 million, respectively.

The total fair value of restricted share awards, restricted share units and deferred share awards that vested during the three months ended September

During the three months ended March 31, 2025 and 2024, we recognized compensation expense associated with performance share awards totaling $ 0.3 million and $ 0.3 million, respectively.

The total fair value of performance share awards that vested during the three months ended March 31, 2025 and 2024 was $ 1.7 million and $ 2.8 million, respectively.

At March 31, 2025, unrecognized compensation cost related to performance share awards was $ 2.7 million, which is expected to be recognized over a weighted average period of 2.1 years.

CIVEO CORPORATION

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FINANCIAL STATEMENTS

30, 2024 and 2023 was zero .

The total fair value of restricted share awards, restricted share units and deferred share awards that vested during the nine months ended September 30, 2024 and 2023 was $ 1.2 million and $ 0.9 million, respectively.

At September 30, 2024, unrecognized compensation cost related to restricted share awards, restricted share units and deferred share awards was $ 0.6 million, which is expected to be recognized over a weighted average period of 0.6 years.

Restricted Share Awards / Restricted Share Units / Deferred Share Awards.

Compensation expense associated with restricted share awards, restricted share units and deferred share awards recognized in the three months ended March 31, 2025 and 2024 totaled $ 0.3 million and $ 0.3 million, respectively.

The total fair value of restricted share awards, restricted share units and deferred share awards that vested during the three months ended March 31, 2025 and 2024 was zero .

At March 31, 2025, unrecognized compensation cost related to restricted share awards, restricted share units and deferred share awards was $ 0.1 million, which is expected to be recognized over a weighted average period of 0.1 years.

SEGMENT AND RELATED INFORMATION

In accordance with current accounting standards regarding disclosures about segments of an enterprise and related information, we have identified two reportable segments, Canada and Australia, which represent our strategic focus on hospitality services and workforce accommodations.

Financial information by business segment for each of the three and nine months ended September 30, 2024 and 2023 is summarized in the following table (in thousands):

revenues Depreciation

amortization Operating

(loss) Capital

Three months ended September 30, 2024

Canada $ 57,736 $ 9,264 $ ( 8,282 ) $ 3,558 $ 737,194

Australia 116,622 8,086 12,349 3,889 218,733

Corporate, other and eliminations 1,980 90 ( 4,023 ) 29 ( 478,291 )

Total $ 176,338 $ 17,440 $ 44 $ 7,476 $ 477,636

Three months ended September 30, 2023

Canada $ 95,144 $ 9,565 $ 10,811 $ 3,006 $ 745,377

Australia 87,885 7,181 9,067 6,244 195,315

Corporate, other and eliminations 543 168 ( 3,839 ) 212 ( 384,098 )

Total $ 183,572 $ 16,914 $ 16,039 $ 9,462 $ 556,594

Nine months ended September 30, 2024

Canada $ 204,423 $ 27,912 $ ( 2,801 ) $ 6,300 $ 737,194

Australia 316,967 23,018 30,033 12,059 218,733

Corporate, other and eliminations 9,781 339 ( 15,857 ) 46 ( 478,291 )

Total $ 531,171 $ 51,269 $ 11,375 $ 18,405 $ 477,636

Nine months ended September 30, 2023

Canada $ 280,067 $ 37,067 $ 9,486 $ 7,075 $ 745,377

Australia 247,418 22,099 23,140 13,373 195,315

Corporate, other and eliminations 2,521 111 ( 10,319 ) 731 ( 384,098 )

Total $ 530,006 $ 59,277 $ 22,307 $ 21,179 $ 556,594

We report segment information based on the “management” approach.

The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of our reportable segments.

We have identified two reportable segments, Australia and Canada, which represent our strategic focus on hospitality services and workforce accommodations.

Prior to the fourth quarter of 2024, we presented segment operating income (loss) to include an allocation of corporate overhead expenses.

To better align segment operating income (loss) to the profitability measure used by our chief operating decision maker, we have excluded this allocation.

Prior periods have been updated to be consistent with the presentation for the three months ended March 31, 2025.

Financial information by business segment for each of the three months ended March 31, 2025 and 2024 is summarized in the following table (in thousands):

Three months ended March 31, 2025 Australia Canada Corporate, other and eliminations Total

Revenues $ 103,646 $ 40,398 $ — $ 144,044

Cost of sales and services 76,720 37,645 250 114,615

Revenues less cost of sales and services 26,926 2,753 ( 250 ) 29,429

Selling, general and administrative expenses 6,408 4,301 7,476 18,185

Depreciation and amortization expense 7,804 8,420 29 16,253

Other operating expense (income) (1)

75 61 371 507

Operating income (loss) 12,639 ( 10,029 ) ( 8,126 ) ( 5,516 )

Reconciliation to income (loss) before income taxes

Other income (loss) (2)

Income (loss) before income taxes $ ( 6,762 )

Capital expenditures $ 1,945 $ 3,326 $ — $ 5,271

Total assets $ 206,804 $ 651,072 $ ( 434,124 ) $ 423,752

CIVEO CORPORATION

NOTES TO UNAUDITED CONSOLIDATED

FINANCIAL STATEMENTS

Three months ended March 31, 2024 Australia Canada Corporate, other and eliminations Total

Revenues $ 91,737 $ 67,160 $ 7,223 $ 166,120

Cost of sales and services 66,113 57,257 7,075 130,445

Revenues less cost of sales and services 25,624 9,903 148 35,675

Selling, general and administrative expenses 5,312 4,869 8,459 18,640

Depreciation and amortization expense 7,237 9,396 137 16,770

Other operating expense (income) (1)

5,787 ( 6,067 ) 2,326 2,046

Operating income (loss) 7,288 1,705 ( 10,774 ) ( 1,781 )

Reconciliation to income (loss) before income taxes

Other income (loss) (2)

Income (loss) before income taxes $ ( 3,645 )

Capital expenditures $ 4,518 $ 1,095 $ — $ 5,613

Total assets $ 199,430 $ 744,639 $ ( 430,999 ) $ 513,070

(1) Other operating expense (income) for each reportable segment primarily includes other operating expenses for the three months ended March 31, 2025 and 2024.

In addition, for the three months ended March 31, 2024, other operating expense (income) includes impairment expense in Canada and the U.S.

and Canada includes gain on sale of McClelland Lake Lodge assets, net.

(2) Other income (loss) is primarily related to interest expense, interest income and other income.

Cautionary Statement Regarding Forward-Looking Statements

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The forward-looking statements can be identified by the use of forward-looking terminology including “may,” “expect,” “anticipate,” “estimate,” “continue,” “believe” or other similar words.

The forward-looking statements in this report include, but are not limited to, the statements in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” relating to our expectations about the macroeconomic environment and industry conditions, including the volatility in the price of and demand for commodities, as well as our expectations about capital expenditures in 2024, beliefs with respect to liquidity needs and expectations with respect to growth strategies and opportunities, share repurchases and dividends.

The forward-looking statements in this report include, but are not limited to, the statements in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” relating to our expectations about the macroeconomic environment and industry conditions, including the volatility in the price of and demand for commodities, as well as our expectations about capital expenditures in 2025, beliefs with respect to liquidity needs and expectations with respect to growth strategies and opportunities, share repurchases and dividends and anticipated benefits of our pending acquisition of four villages in Australia's Bowen Basin.

Actual results could differ materially from those projected in the forward-looking statements as a result of a number of important factors.

For a discussion of known material factors that could affect our results, please refer to “Risk Factors,” “Cautionary Statement Regarding Forward-Looking Statements,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2023 and our subsequent SEC filings.

For a discussion of known material factors that could affect our results, refer to “Risk Factors” in this quarterly report and "Risk Factors", “Cautionary Statement Regarding Forward-Looking Statements,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2024 and our subsequent SEC filings.

Should one or more of these risks or uncertainties materialize, or should the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements